Its rather apt that Chicken Little (opening Nov. 4, 2005) represents Disneys first full foray into 3D animation. The sky was truly falling on its once esteemed traditional heritage, and the studio could not longer resist diving head first into the virtual world of the computer and reinvigorate its brand of storytelling.

But lest anyone think that Disney is merely trying to out-Pixar Pixar and out-Shrek Shrek with Chicken Little by trying to be hipper and more self-reflexive, with its bright and shiny zippiness, core parental concern and pop culture jokes, theres a deeper strategy: Disney Feature Animation is also trying to rediscover its legacy while playing catch up in this competitive CG marketplace.

In fact, Disney admits at the very outset that Chicken Little marks a new beginning. In voice over, Chicken Littles father, Buck Cluck (Garry Marshall), chucks the obsolete Once Upon a Time and turning storybook pages conventions, and merely begins where things started to go wrong. Only in this version, Chicken Little (Zach Braff) doesnt incite mass hysteria without good reason he saves his town from an alien invasion and, more important, bonds with his clueless father. And while Buck must learn his way in a challenging new world, so must the Disney animators.

Thus, the trick for Disney with Chicken Little and the rest of its announced slate Meet the Robinsons (2006), American Dog (2007) and Rapunzel Unbraided (2008) is figuring out how to be fresh and familiar at the same time. Half the Chicken Little crew were traditional animators that we retrained, explains Disney Feature Animation president David Stainton. We didnt want to throw away all the talent and the lessons handed down to them from years past, and therefore maintain our legacy by retraining them in the new tools. For some companies, it wouldve been easier to start from scratch; we were committed to doing this from the very beginning. Its fraught with opportunity and challenge. Obviously these [3D-animated] movies have done very well in the marketplace over the past few years. Were hoping to take advantage of that and carve out our place and return to a leadership position in animation. Bring to audiences what has traditionally been Disney: great storytelling, great character acting and lush movies with a sensibility and a look to them that audiences are responding to today.

Six steps of character development Stage 1 is the story sketch. This step uses quick story sketches to illustrate the story points and to add personality to the character.

So I think we have a real competitive advantage because of the legacy that we bring with us through our artists. The perils are that everyones out there making CG movies and it reminds me of what happened after the release of Lion King, where suddenly overnight all these studios were making 2D movies like it was such an easy way to make a lot of money. I think what a lot of those people found was that it actually wasnt so easy, and you have to make a good movie. I think the exact same thing is going to happen in CG. I think weve been blessed with some really good movies, with Pixar, DreamWorks and Blue Sky making it look easy, and I think thats made it tempting for a lot of people to get into this business. But its very clear that people are going to find out its a lot harder than they think.

Transitioning to 3D

Of course, the transition has been fraught with growing pains for Disney too. A digital pipeline had to be set up for Chicken Little and beyond, and the infrastructure had to be revamped as well. Steve Goldberg, one of Disneys reigning CG experts and visual effects supervisors (The Lion King and Fantasia/2000) was responsible for spearheading the transition. We had a lot of existing toolsets courtesy of Dinosaur, but not as far as toolsets to get the character animation going and to have that level of squash-and-stretch that required us to dig deep and figure out what we needed. There were aesthetic goals, environments, effects, sheer data movements.

In Stage 2, the color key is established and the look of the character is defined further.

Maya is an essential part of the pipeline (which also includes Houdini and Realflow for vfx and RenderMan), but they wrote codes to enhance character performance and added a new intuitive tool called Shelf Control that provides an outline of characters that can be viewed on screen and provides a direct link to the controls for specific autonomy.

We had bottlenecks in the past with character set up, Goldberg continues, where a lot of the problems stemmed from modelers needing to anticipate what face shapes an animator would need, and the animator would work back and forth with them and come up with a library of face shapes. We had found that test shots would look great and the production shot needs would go beyond what we tested for and we wound up with a big bottleneck needing more face shapes from the modelers.

One of the main goals was to avoid that, so the first thing I did was to recognize the bottleneck. We took Eamonn Butler, our animation supervisor, and one of our premiere software engineers, Xinmin Zhao, and they came up with a suite of high level sculpting tools called Chicken Wire [to bring more elasticity to the facial performance and help animators approximate the range they would normally have with traditional animation.

Thus, Chicken Wire gave characters a very Disney feel with the use of deformers. For example, from the corner of a nose down to the corner of a mouth is defined as a descriptive line, Goldberg adds. If we were to take that descriptive line, which actually appears as a crease on a face, and combine that with other descriptive lines and place them on top of objects, this would allow animators to pick areas on those descriptive lines and move the face in a very intuitive way. So that they didnt have to anticipate every little nuance that they would need and have a modeler build it. If you think of it as rigging a face, the animator can go on the fly and create shapes and facial poses that they need.

Stage 3 is modeling where the character is modeled, rigged and skinned on the computer. In Stage 4 feather patterns and texture are added to the character. Stage 5: Feathers are softened and shaped to resemble a real chicken.

Jason Ryan (Fantasia/2000 and Dinosaur), who supervised Chicken Little, adds, What weve done is taken all of the great tools and techniques like squatch-and-stretch and smear frames all that stuff that makes motion fluid and brought them into the CG world. So it feels like we have the best of both worlds. Stuff we could never do in 2D like real detailed lighting and fabric and coloring and really making these characters dimensional. Now were dealing with an actual 3D form, so its very challenging to bring that to life. The suspension of disbelief is a lot harder in 3D because it feels like its real.

The movement has to be spot on or the audience will sense that something is wrong. I was able to concentrate on the performance. There are no more assistants, breakdown artists, in-betweeners and cleanup artists. Now youre putting all the bells and whistles on yourself. Rigging, modeling, look painters, texture painters, lighting & compositors. They provide new dimensional feel.

For director Mark Dindall (The Emperors New Groove), his frame of reference was the Goofy shorts, I showed a lot of Goofy cartoons and talked about that caricatured style of animation that I really like. Thats not something that you immediately think of doing as a CG-animated film. But thats what I wanted to do. How do we figure this out? Its really hard. If you stretch an arm too much, you dont want the fur to separate and see the skin beneath. Some of our 2D animators didnt know any better not to break the model to make something work, and people started to notice that there were ways of stretching the model so you only showed where it worked. So they came up with things like the stork pitcher. He winds up with this corkscrew pitch that was so amazing and unlike anything that CG animation had done up to date.

In the final stage, Chicken Littles final look is composed. The character is now ready to be posed to match the story points.

Ryan continues about the challenges of animating a character without pupils. I wasnt able to do a thinking character [in which he could use his eyes], so I had to move his head, which gave him a nervous energy. Also, Ive been able to move his eyebrows from the top of his head to really tight squints to get that flexibility thats important. Squash-and-stretch is really important because it took away that puppet feel from computer-generated images. What we want to do is give the character a fleshy feel.

Textures were a big challenge too for Look Development. The software development team wrote a system for placement of hair, cloth, feathers and leaves called XGen. This allowed shortcuts by using cards and then painting on top of that with a new program called Paint 3D, which is especially good for transparency and displacement. They actually scanned feathers and since they dont light easily, they kept the feathers off until final rendering.

Lighting & Compositing used the Lumiere lighting program and created compositing software they termed DShake. Another Disney tradition is being able to hone in on the most important aspect of a shot and read silhouettes of characters. They were able to achieve this, especially when Buck and Chicken Little fight off the aliens, with an Occlusion (or global illumination) pass that couldnt be achieved in 2D. This provides subtle shading form and depth and volumetric rendering. Occlusion improvements on subsequent films will be able to influence color too.

Jason Ryan who supervised Chicken Little, will be working on Rapunzel Unbraided (above) next. He thinks digital artists are just scratching the surface in creating more dimensional animation in a CG world.

It just seems like were scratching the surface, Ryan adds. Im going to be working on Rapunzel Unbraided next, doing a haggard old witch. Her skin looks like an apple thats been left out in the sun for years. What you want to try and get is that skin over bone. This is just incredible stuff it truly feels like theres been a [technological] evolution through animation. We went from flat cartoons to getting the multi-plane effect and now with CG getting full dimension and these really believable characters. Were able to control the silhouette of the characters, so were getting very designed so you can shape shift these forms so they have all the aspects of two-dimensional animation into this great CG world.

Meanwhile, data management and data versioning were accomplished through a new program called SPCA (Society for the Prevention of Cruel Pita Artists). Every shot in a department was imported or exported through an SPCA interface, Goldberg suggests. It was modeled on the traditional pipeline. Setting up the overall pipeline and data flow from the departments involved an interesting philosophical issue. We basically had a system of making 2D movies that was a refined thing of beauty. We had spirited discussions about chucking this approach. We decided that it was too efficient to throw it out. Our execs, directors, producers and art directors still come from 2D and still have a particular way of looking at things and have an approval process thats worth keeping.

The upcoming American Dog (above) will tackle very large environments, something Chicken Little wasnt able to take on.

Scene Planning is gone because we didnt want a catch-all department. We wanted to keep each department responsible for their own deliverables. We put a lot of scripts in place for artists to check their work and automated as much as we could. One of the overriding philosophies of the old pipeline was: Dont Pass Crap Downstream. We kept placing rigorous checks for what the next department was going to do in the current department. There was resistance at first because department heads got frustrated. Ultimately, as enough of these checks got into place, we started seeing really big wins because things didnt come back and it did eliminate those catchall departments.

We went ahead and took on some big initiatives like subdivision surfaces into our pipeline, but didnt refine it on Chicken Little, so other shows are going through big levels of refinement. One of the things we didnt tackle that American Dog is taking on in earnest is the ability to handle very large environments. We came up with a nice element flow for being able to bring elements from one department to the next and have layout set everything up, but we didnt get there on Chicken Little. This will be essential to Rapunzel too.

A lighting progression from Chicken Little. Lighting & Compositing used the Lumiere lighting program and created compositing software they termed Dshake.

A consortium was set up to evaluate the pipeline consisting of Goldberg, Butler, technical supervisor Eric Powers, front end CG supervisor Kevin Geiger and backend CG supervisor Kyle Odermatt, among others. Did we provide a foundation for everything that can continue to be built upon? Goldberg poses. We are tackling humans for Meet the Robinsons and now Rapunzel. There are huge efficiencies that are being built in to take one human rig and apply that to the next and the next. We are continuing to make adjustments to the toolset. Ideally, on every show or two we will step back and say, Forget about the existing toolset I cant make my characters do this very easily. What would be the ideal way to be able to do that? I think we are very conscious of not stagnating.

Stainton believes that a diverse slate is the answer to combating a sense of sameness with a revolving animation staff of 700 that will ramp up when necessary. The artists have found that the CG toolset has allowed them to explore a lot more areas stylistically in 2D and thats allowed at least the next four films that were making to look very different from each other. And on top of that we happen to have four filmmakers with very passionate, unique points of view. They are making fundamentally different movies. And thats very exciting to me because I think one of the things that we can offer at the studio is a big stable of directing talent people who are young and hungry and havent been given a chance to show their stuff to a great extent. Hopefully, the diversity will be a hallmark of who we are at Disney.

For the upcoming Meet the Robinsons, the majority of animators are from Chicken Little, but many came from outside with CG experience and others were retrained from 2D.

Which brings us to Meet the Robinsons, American Dog and Rapunzel Unbraided. (Gnomeo and Juliet, featuring new and vintage songs by co-producer Elton John, will most likely be made outside the studio, spearheaded by the Brother Bear team of directors Aaron Blaise and Bob Walker and producer Chuck Williams.)

Going Human in 3D

Meet the Robinsons, based on a novel by William Joyce (Robots, Rollie Polie Olie, concerns a boy that invents a machine to recover lost memories, but inadvertently travels forward in time, where he encounters a family whose survival depends on his ingenuity.

For me, personally, there was an overall shift in how I picture things in my head, explains first-time director Steve Anderson (Brother Bear, The Emperors New Groove and Tarzan). Because I picture them in 2D. It took a while because Im so used to how you create the impression of space in 2D: texture or fabric or hair. In 3D, its still an impression; its still an illusion, but its that much greater. What is the texture of a certain character or a certain building material? I never would think of those things. That really opened up a whole new world for me. So I went from impressionistic thinking to realistic thinking. Because our movie got off and running so quickly, it was a matter of me getting thrown into it and watching what everyone was doing. They would ask me questions like: What do you want the hair to feel like? Do you want it to be coarse, soft, matted hair? My education was leaning on people around me and relying on them.

Steve Anderson, director of Meet the Robinsons had to shift the images he had in his head from 2D to 3D, which meant going from impressionistic to realistic thinking. Photo by Eric Charbonneau.

The majority of animators are from Chicken Little, but many came from outside with CG experience and others were retrained from 2D Bill Joyce offers the general visual language of circles and curves and that kind of soft, round, very pleasing world. Theres a contrast between a square present and a round future. The past is the place where you dont want to dwell and the future is a happy place. Incorporating Bills retro visual language was of great help too. The cool thing about what Bill did in the book was that he borrowed from the past the 30s and 40s, whether it be musical reference, shape language, art deco kind of feel, even old science fiction icons. We liked the idea of creating a future built on the past, so that if youre going to design a space ship, its going to look like The Day the Earth Stood Still as opposed to Blade Runner.

In terms of character design, Meet the Robinsons borrows from Disney classics from the 50s, Warner Bros. cartoons and The Incredibles. The thing that Ive learned is that the way you can cheat a lot of things in 2D, wont fly in 3D, particularly since were working with humans. There were many instances when we moved from storyboards to animation where I pictured just a head moving, but when it was executed, I realized that wouldnt work at all because theres a believability factor that you have to take into consideration. You really have to think about how humans behave and move. We dont lock bodies. So it was really about tying all of the pieces of the body together still implying the idea of held cels or a held head and just a mouth moving. We wanted to get that kind of cartoony feel in the movie, but realizing that you have to go a few steps further.

In terms of character design, Meet the Robinsons borrows from 50s Disney classics, Warner Bros. cartoons and The Incredibles.

The Incredibles was a definite inspiration for this. It was eye-popping to me and certainly part of my education in 3D and how to do character animation with all of its subtleties. We looked at a lot of Warner Bros. cartoons for our inspiration as well. Alice in Wonderland, Cinderella and Peter Pan were Disney inspirations as far as combining believable characters with much more caricatured ones in the same scenes. In defining the two time periods, we define the present as Disney animation from the 50s, where its caricatured but very grounded, believable, dimensional animation. In the future, things move a little bit faster and are quirkier and more off-beat, with characters that can zip around like Warner cartoons, and where characters from the present day follow all the rules of The Illusion of Life.

Stepping Into a Hopper Painting

For Chris Sanders, American Dog takes his off-beat Lilo & Stitch sensibilities even further in 3D with this picaresque tale of a canine TV star that finds himself stranded in the desert with an oversize bunny and neurotic cat.

This has been a bit of a scramble for me personally, because a lot of this process is elusive and invisible. Because you really cant find stuff. In the old days, youd go to layout. And now the work is inside the systems and the invisibility of it has been a challenge for me to get my hands around it. And the way that Ive actually dealt with it is to bring traditional stuff back. What we discovered on this film is that traditional art is no less valid in 3D. When you need to explore a location, you dont want to do it with people building rudimentary sets. You need to have someone come in to do a layout, just like we used to do.

Its no different in live action. If I noticed one thing, its that we temporarily lost touch with some of the layout artists that we desperately need and weve reconnected with them some of them like Bill Perkins [Fantasia/2000, Beauty and the Beast, The Little Mermaid] who are brilliant. Immediately you could feel the production load getting lighter. They can explore a location in days and bring an analogue warmth to these explorations that is literally impossible to achieve in a computer. So bringing artists back into the front end has made me comfortable again and has moved the production forward.

For American Dogs director Chris Sanders working in CG has brought back layout artists who bring a warmth to the front end of the production process. Photo by Eric Charbonneau.

The plan with American Dog is to try to achieve exactly what we did on Lilo [with the backgrounds being so pervasive] and completely thwart what the computer wants to bring to the party. I love what it can do as far as characters the sensibility; the subtlety of emotion is unbelievable. But my art director Paul Felix and I made the decision to make it look like it was painted. And the computer is much, much harder on that because it wants to straighten lines and it wants to lay things down in very solid planes. And Paul can draw a layout and you just want to live in it. Its like the best of a Disney background could possibly offer, but when you put a grid over those layouts, they wont line up theres a million things going on that dont make sense to the computer, and thats what were trying to deal with.

We went so far as to see how much we can take this before it breaks. We took our main character, Henry, who is completely CG hes as sharp as a tack and very round and covered with fur and looks very, very real and place him right in the middle of an Edward Hopper painting. So we scanned a suburban Hopper painting and had Henry walk right through it. And it is a painting it is all implied dimension. What we found was it didnt break. It did what I suspected, which is it lit up. The hard part is retaining that painterly softness when you move around the environment, whether its a diner or a car or a train station.

Paul is at the forefront of [helping bring this into the computer], because he knows what makes a painting a painting; its not just how a brush stroke looks because weve gone way beyond that since Tarzan. It has to do with how light and paint interact with each other that luminosity, the layering, which makes a huge difference. And the weird thing is, as long as you have good contact and a shadow that locks them in, you buy it.

Like Lilo & Stitch, Sanders character design is exaggerated but not cartoony. Bambi, with its believability and suspense, continues to serve as 2D inspiration. This film is all about a dog whos been sheltered and goes out into the real world for the first time, who believes hes done things that he hasnt. His behavior is very bold because hes never had to deal with consequences before. So theres a certain amount of risk. In terms of inspiration, Shrek and Ice Age were revelations in terms of the subtlety of emotion that they transmitted.

The way they lingered on Shreks face and not have him say or do anything made me want to stand up and cheer because you cant do that in a traditionally-animated film. Or watching that little sloth in Ice Age struggling to get comfortable on that rock slipping and sliding. At that moment, I knew that everything had changed. I realized that I have to change the way I write. Ive indulged myself in scenes with protracted interaction, emotional interaction. We have the broad stuff too, but Ive never felt so safe before in having a very subtle scene transpire between two characters sitting across the table from each other.

Rethinking Drawing for Rapunzel

Veteran Disney animator Glen Keane (The Rescuers, The Little Mermaid, Tarzan and Treasure Planet) has experienced his own epiphany in transitioning from 2D to 3D as a first-time director on Rapunzel Unbraided. In many ways, Keanes challenge is the most ambitious of all, as he endeavors to redefine both 3D animation and the celebrated Disney fairy tale. Even though Keane collaborated on the landmark 2D/3D animation test of Where the Wild Things Are with John Lasseter back in 1982, then unsuccessfully tried to launch an all-3D Brave Little Toaster with Lasseter and the late Joe Ranft, before dipping his toe with the 2D/3D Long John Silver, he never thought 3D would touch him. In fact, when Michael Eisner and Stainton finally gave Keane the greenlight to direct Rapunzel, he was shocked to learn that it had to be 3D-animated.

David said were not asking you to leave it behind but find some way to bring all that you love about drawing and 70 years of Disney heritage into CG. As an artist, you want to be challenged. Ive always felt that if Im uncomfortable and theres some element of fear involved, then thats a good territory to be in. I always give out this book Art and Fear to anyone that works with me because I believe thats at the core of pushing yourself.

So I took the challenge, but said that thing are going to have to be a little different, though. One of the first steps was posing a challenge. I animated by hand something difficult for the computer to do a ballerina doing little twirls and arabesques. I modeled the figure to see if you could match all of the exaggeration, the subtle twists and turns and graphic shapes in the computer.

There were a whole lot of things that I discovered about my vocabulary of shapes when I draw, so when I started to break it down, I found that Im just flexing them all the time. And if we could actually design those shapes and flex them and push them and twist them make them graphically pleasingwe could come up with something thats really very different from a traditional CG character. Drawing means that youve got to have a lot of flexibility and choices in how you want those shapes to be. As I drew that ballerina by hand, I stretched and broke bones and twisted ankles and made muscles straight when they couldve been curved or curved when they couldve been straight.

On Rapunzel, Keane is trying to bring drawing into CG by applying basic design principles.

And then when we put our CG figure in there, she remained consistent all the way through with no aesthetic. She lacked the beauty and the rhythms that I put in the drawing. So we had to write new software code for Maya and other traditional CG tools, which would allow us to stretch and push shapes and design so that we were bringing design back into those forms. And the test came out promisingly. Then when Disney was doing Mickeys Philharmagic [for Disney World], I reworked the Ariel segment and tried to apply the principles taught by The Nine Old Men: build everything around pleasing golden poses. I concentrated on 20 poses and that worked as well.

So with Rapunzel Keane is trying to bring drawing into CG by applying basic design principles. He admits that its a big leap forward for both character performance and environment. For inspiration, Keane and his animators are referencing a painting by French Rococo artist Jean-Honore Fragonard, The Swing, applying a certain richness that they have never attained in animation before.

A fairy tale world has to feel romantic and lush. So [we were able to duplicate] the shot with the girl on the swing in 3D. Theres been a couple of moments on this picture that are really unusual. Ive never been on a film where just showing an image of a tree on the screen causes everyone to applaud in a theater. These are huge steps but in seemingly mundane ways. To be able to do a dimensional tree where the leaves turn, but it still feels like it has calories if you look at it too long. Very painterly.

The next step was to do an animated human character: to get a softness, a feel of blood in the veins. I want skin moving across bone and tendon and theres a subtlety to this. The thing is, I dont want realism. We have a guy working with us who did Gollum on Lord of the Rings, Steven (Shaggy) Hornby. The challenge is take everything you did on Gollum and bring it into the caricatured world of animation. Lets use golden poses and take it further. Its like taking the best of what Jason Ryan can bring to broad, clear caricatured thinking and combining it with the subtlety of what Shaggy has done with Gollum.

Kyle Strawitz really helped me start to believe that the things I wanted to see were possible that you could move in a Disney painterly world. He took the house from Snow White and built it and painted it so that it looked like a flat painting that suddenly started to move, and it had dimension and kept all of the soft, round curves of the brushstrokes of watercolor. Kyle helped us get that Fragonard look of that girl on the swing We are using subsurface scattering and global illumination and all of the latest techniques to pull off convincing human characters and rich environments.

The challenge here is what is drawing? Thats been the wonderful result of this change. What are you leaving behind and do you reinterpret that into something new. Brad Bird really started thinking of computer animation in a graphic way because the shapes suddenly were appealing. One of the first things I learned at Disney was you had to start thinking in terms of silhouette. Is it a pleasing design so that you dont see any of the stuff inside and is it communicating what you want? There are principles of drawing and design that can be applied to CG animation. We have to break out of this idea that now that youve built the model you have a puppet and all you have to do is make the eyes and mouth move.

Keane asserts that the photoreal hair, meanwhile, is insane. The animators are dealing with 50 feet of it and overcoming large interpenetration problems, not to mention making it look aesthetically pleasing. He promises a lot of dynamics and is pleased to report that new programming codes being written for hair and cloth are finding their way back through the pipeline to other movies.

Keane also promises that hes going back to Rapunzels literary origins to do a traditional, character-driven fairy tale that speaks to a modern audience. Its a story of the need for each person to become who they are supposed to be and for a parent to set them free so they can become that. It will be a musical and a comedy and have a lot of heart and sincerity. I think thats what Disney needs to do right now. No one else can do it. We should not be embarrassed or making excuses for doing a fairy tale. And making it our way would be a new way.

This is not Cinderella or Sleeping Beauty or Little Mermaid or Beauty and the Beast. This will evolve into what it should be in its own style. Its hard to say what impact it will have on future fairy tales that we do, but this film is very reflective of me. After 30 years of animation, what I want is to come up with a film that really gives you time to let you know our characters a story that you truly believe in with a lot of heart and humor and will have people cry.